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根據您的市場份額單位獎勵授予通知和接受（「授予通知」）以及本FY 20__ 市場份額單位獎勵協議（「協議」），wd-40公司，一個特拉華州公司（「公司」），根據wd-40公司2016年股權激勵計劃（據時不時修訂，稱爲「計劃」）向您授予績效股份（以下簡稱市場份額單位或「MSUs」），涉及您的授予通知中所示的公司普通股的「目標數量」。本協議未明確定義但在計劃中定義的定義術語應與計劃中的定義相同。

1.股份數量；調整。根據本協議第3款的業績實現規定，您根據授予通知中提及的MSUs結算後分配給您的股份數量將等於目標MSUs數量的一個百分比（「適用百分比」）。在業績實現之前的目標MSUs數量，或根據業績實現確定的獲得的MSUs數量，可能會根據公司資本結構的變化不時進行調整，依據計劃第18條規定。

3.績效限制股。您的MSUs將在三個完整財政年度的績效測量期後有資格獲得，該期結束於公司年度的第二個完整財政年度的年底（「測量年」）之日。測量年結束後，委員會將會議，無論是在定期安排的季度會議上還是在公司發佈測量年度年度收益之前召集的委員會特別會議上，但在測量年結束後的六十（60）天內，以審查實現的績效並將其與所附附的績效指標進行比較。附錄 A 附件中附有的相對TSR實現和應當獲得的目標MSUs的適用百分比，並確定應發給您的股票數量（此類認證日期，稱爲「認證日期」）。除非在此處另行規定關於養老（如下所定義）時的比例配股或您因死亡或傷殘（如下所定義）辭職或被公司解僱的僱傭終止事件或事由，或者在本文或計劃或您與公司之間的書面協議中另有規定，在您與公司或附屬公司發生僱傭終止事件（「僱傭終止」），包括由您辭職或由公司或附屬公司解僱，所有您的MSUs將被取消。

4.在養老、死亡或殘疾時分批釋放。如果您在認證日之前因死亡、殘疾或養老而終止僱傭，根據協議，您的MSUs的比例部分仍有機會根據以下情況獲得釋放資格(a)基於績效衡量標準的認證日完成和適用百分比的確定，如根據第3段進行確定；或(b) 如提供下文第6段的情況下發生控制權變更，則在此之前。如果此類因死亡、殘疾或退休而終止僱傭是在終止支付日期之前發生的控制權變更後，則此類比例釋放將適用於您發行的RSUs（下文定義）如有的話，根據第6段的規定。爲了這種按比例釋放的目的，MSUs的目標數量將根據您受僱的測量期的比例部分進行調整（該比例將根據您的僱傭終止的生效日期之前已經工作的每月比例來確定，包括完整月份和部分月份的按比例計算的積累）。在協議中，「養老」是指您的就業終止（原因不包括公司或子公司因僱員之外的任何原因終止）：(i) 達到六十五（65）歲後，或者(ii) 在公司或子公司連續服務不少於十（10）年後達到五十五（55）歲。在本協議中，「殘疾」是指根據《法典》第22（e）（3）條永久且全部的殘疾，前提是這種殘疾也符合《法典409A》的「殘疾」定義。如若您因自願辭職或公司或子公司基於非因果理由終止僱傭而導致未達養老而終止僱傭，委員會應有自主權提供如上所述的按比例釋放。

6.控制權歸屬變更。除本文另有規定外，如果公司控制權發生變化（定義見本計劃），本計劃第19節的規定將適用於您的MSU。如果在測量年度結束之前發生控制權變更，則爲了確定截至控制權變更之日達到的績效水平，測量年度應被視爲在控制權變更生效日期前夕結束。在這種情況下，測量份額值和測量指數值（分別定義在附錄 A) 應根據收盤情況確定

在控制變更的日期（不以提供的平均金額為基準），股份的價格和收盤指数值。附件A此外，在發生控制變更的情況下，根據控制變更日期與已達到的表現水平，將未經報酬的目標MSU數量轉換為基於時間的限制性股票單元（RSUs），該股票將在最終支付日期給予報酬，前提是您繼續僱用至該日期，根據上述第4條，計劃的第19條（a）（ii）或您與公司之間的書面協議另有規定。

如果控制權發生在衡量年結束後，但在認證日期發生之前，並且您在控制權發生的日期受僱於公司，則您將有權根據本協議第5條提供的已發放的MSU股份或該MSU股份的美元價值，由公司選擇，在控制權發生之前根據本協議第3條的發放條款確定（該確定不得遲於控制權發生之日）。

7.證券法合規。儘管此處可能包含不同的內容，但在這一獎勵結算後不得發行股份，除非這些股份隨後根據1933年修訂版《證券法》（「證券法」）進行註冊，或者如果這些股份當時沒有註冊，管理委員會或董事會已經確定此類發行不受《證券法》的登記要求的約束。此類股份的發行還必須遵守其他適用於此類股份的法律和法規，並且如果管理委員會或董事會確定此類發行不符合這些法律和法規，那麼此類股份的發行可能會被推遲，前提是股份的發行將在公司首次預期或應合理預期發行股份不會導致違反的日期後儘快完成，或者在避免導致此項獎勵不符合或以其他方式符合《稅收法》第409A條的要求之前的較早日期。

8.Transferability. Your MSUs are not transferable, except by will or by the laws of descent and distribution. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party (your “Beneficiary”) who, in the event of your death, shall then be entitled to receive the Shares issuable upon settlement of this award as of the date of your death, if any.

9.Agreement Not a Service Contract or Obligation to Continue Service. This Agreement is not an employment or service contract, and nothing in this Agreement shall be deemed to create in any way whatsoever any obligation on your part to continue in the service of the Company or Subsidiary as an employee for any period of time. In addition, nothing in this Agreement shall obligate the Company or a Subsidiary to continue your employment for any period of time.

(a)At the time of issuance of Shares to you pursuant to the settlement of this award (or earlier, if applicable), to the extent required by law or applicable regulation, the Company shall withhold from the Shares otherwise issuable to you a number of whole Shares having a Fair Market Value as of the Settlement Date, equal to the minimum amount of taxes required to be withheld by law. The Fair Market Value of the withheld whole number of Shares that is in excess of the minimum amount of taxes required to be withheld shall be added to the deposit for your U.S. federal income tax withholding or, if you are an international taxpayer, such amount shall be added to the largest deposit of withheld tax required to be made by the Company or a Subsidiary on your behalf.

(b)Your Shares may not be issued unless the tax withholding obligations of the Company or Subsidiary, if any, are satisfied. Accordingly, the Company shall have no obligation to issue a certificate for such Shares until such tax withholding obligations are satisfied or otherwise provided for. Upon notice of the

11.Compensation Recovery. By executing this Agreement, you agree that all compensation received by you, including Awards under the Plan (including, without limitation, any proceeds, gains or other economic benefit actually or constructively received by you upon receipt or exercise of this Award or upon the receipt or resale of any Shares underlying this Award), shall be subject to reduction, cancellation, forfeiture and/or recoupment to the extent necessary to comply with any compensation recovery policy adopted by the Company, including, without limitation, the Policy for Recovery of Erroneously Awarded Compensation (as amended from time to time, the “Policy”), or any other Applicable Law, or to the extent that such forfeiture or repayment may be required by any other Applicable Law, notwithstanding any other agreement to the contrary. No recovery of compensation under any compensation recovery policy or Applicable Law will be an event that triggers or contributes to any right of a Participant to resign for “good reason” (or similar term) under the Plan or any other agreement with the Company or an Affiliate. You agree that you are not entitled to indemnification in connection with any forfeiture or repayment of any compensation recovery policy or requirement under Applicable Law and expressly waive any rights to such indemnification under the Company’s organizational documents or otherwise.

12.Notices. Any notices provided for in the Plan or this Agreement shall be given electronically or in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company.

13.Governing Plan Document. This Agreement is subject to all the provisions of the Plan, the provisions of which are incorporated by reference in this Agreement. This Agreement is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. Except as specifically provided for herein, in the event of any conflict between the provisions of this Agreement and those of the Plan, the provisions of the Plan shall control.

14.Code Section 409A Compliance. To the extent applicable, it is intended that this award and the Plan comply with the requirements of Section 409A of the Code and any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service. Any provision that would cause the Plan or this award to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A, which amendment may be retroactive to the extent permitted by Section 409A. Notwithstanding anything to the contrary in this Agreement, if this is not a Section 409A Compliant Award, in no event will any Shares issuable pursuant to this award be issued later than March 15th of the calendar year following the calendar year in which corresponding portion of the award has vested.

(a)Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this Agreement that is designated under this Agreement as payable upon your Termination of Employment shall be payable only upon your “separation from service” with the Company within the meaning of Section 409A (a “Separation from Service”).

(b)Notwithstanding anything in this Agreement to the contrary, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which you are entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of the Shares issuable to you pursuant to this award shall not be provided to you prior to the earlier of (x) the expiration of the six-month period measured from the date of your Separation from Service with the Company or (y) the date of your death. Within thirty (30) days following the expiration of the applicable foregoing period, all Shares deferred pursuant to the preceding sentence shall be issued to you (or your estate or beneficiaries), and any remaining Shares due to you under this Agreement shall be paid as otherwise provided herein.

(c)Your right to receive any installment payments under this Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral would not result in additional tax or interest pursuant to Section 409A.

(d)Notwithstanding the foregoing, if a Change in Control would give rise to a payment or settlement event with respect to any payment or benefit under this Agreement that constitutes “nonqualified deferred compensation,” the transaction or event constituting the Change in Control must also constitute a “change in control event” (as defined in Treasury Regulation Section 1.409A-3(i)(5)) in order to give rise to the payment or settlement event for such payment or benefit, to the extent required by Section 409A.

(e)This award will be a “Section 409A Compliant Award” if (i) you will be eligible for Retirement at any time prior to the Final Payment Date, (ii) you are a party to an executive Change in Control Severance Agreement with the Company as applicable for Executive Officers at any time prior to the Final Payment Date, or (iii) this award otherwise constitutes “nonqualified deferred compensation” for purposes of Section 409A.

Subject to Section 5 of the Market Share Unit Award Agreement, the MSUs shall vest with respect to the Applicable Percentage of the Target Number of MSUs set forth in the following applicable Executive Officer or Senior Management Employee table based on relative total stockholder return (“TSR”) for the Company over the Measurement Period as compared to the total return (“Return”) for the Russell 2000 Index (the “Index”) as reported for total return (with dividends reinvested) by Russell Investments. For purposes of computing the relative TSR for the Company as compared to the Return for the Index, dividends paid with respect to the Shares shall be treated as having been reinvested as of the ex-dividend date for each declared dividend, as further described below. TSR for the Company shall equal the percentage change (positive or negative) of the “Measurement Share Value” (as defined below) as compared to the “Base Share Value” (as defined below). The Return for the Index shall equal the percentage change (positive or negative) of the “Measurement Index Value” (as defined below) as compared to the “Base Index Value” (as defined below). The relative TSR (“Relative TSR”) represents the percentage point difference between the TSR for the Company minus the Return for the Index.

The Applicable Percentage will be determined on a straight line sliding scale from the minimum 50% Applicable Percentage achievement level to the applicable maximum 200% or 150% % Applicable Percentage achievement level as noted in the applicable Executive Officer or Senior Management Employee table above. For purposes of determining relative achievement, actual results are to be rounded to the nearest tenth of one percent and rounded upward from the midpoint, in all events in a positive direction. For example, if the Relative TSR is 4.94% (the difference between the TSR for the Company minus the Return for the Index over the Measurement Period being 4.94 percentage points), Relative TSR will be 4.9% and the Applicable Percentage will be 124.5%. The number of Shares to be issued on the Settlement Date is to be rounded to the nearest whole share and rounded upward from the midpoint.

“Base Share Value” shall represent the average computed value of one (1) share of the Company’s common stock (as increased, if applicable, by additional shares theoretically acquired with reinvested dividends, as further described below), determined with reference to the daily closing price for the Company’s Shares over a period of all market trading days within the ninety (90) calendar days ending on the last day of the Company’s fiscal year ended immediately prior to the date of grant (the “Base Value Averaging Period”).

For purposes of determining the Base Share Value, the daily value of one (1) share shall be computed based on the closing price for the Company’s Shares for each market trading day until the next following ex-dividend date, if any. On the ex-dividend date, if any, and thereafter through the end of the Base Value Averaging Period, the daily value shall be based on one (1) share plus a number of shares that would theoretically be acquired on the ex-dividend date, at the closing price for the Company’s Shares on the ex-dividend date, with the dividend declared with respect to the share. In the same manner, the number of shares shall be increased for computing the daily value on a compounded basis for each successive dividend, if any, declared prior to the end of the Base Value Averaging Period. A simple average of all of the daily values so computed shall represent the Base Share Value.

“Measurement Share Value” shall represent the average computed value of one (1) share of the Company’s common stock (as increased, if applicable, by additional shares theoretically acquired with reinvested dividends over the Measurement Period, including dividends reinvested for purposes of computing the Base Share Value, as further described below), determined with reference to the daily closing price for the Company’s Shares over a period of all market trading days within ninety (90) calendar days ending on the last day of the Measurement Year (the “Measurement Value Averaging Period”).

For purposes of determining the Measurement Share Value, the number of shares as of the first day of the Measurement Value Averaging Period shall first be determined by adding theoretically reinvested dividend shares over the entire Measurement Period to the number of shares used in computation of the Base Share Value as of the end of the Base Value Averaging Period. Such reinvested dividend shares shall be added on a compounded basis as of each successive ex-dividend date for dividends declared with respect to the Company’s Shares in the same manner as described for computation of the Base Share Value. Beginning on the first day of the Measurement Share Averaging Period, the daily value of the shares thus accumulated through dividend reinvestment shall be computed

based on the closing price for the Company’s Shares for each market trading day until the next following ex-dividend date. On successive ex-dividend dates, if any, and thereafter through the end of the Measurement Share Averaging Period, the daily value shall be based on the increased number of shares accumulated as of each such ex-dividend date. A simple average of all of the daily values so computed shall represent the Measurement Share Value.


Relative TSR			Applicable Percentage

≥ 20%			200%
15%			175%
10%			150%
5%			125%
0%			100%
-5%			75%
-10%			50%
<-10%			0%


Relative TSR			Applicable Percentage
> 10%			150%
10%			150%
5%			125%
Equal			100%
-5%			75%
-10%			50%
<-10%			0%